Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (OJ [2005] L 149) – hereinafter the “Directive” The Directive is aimed at approximation of laws of the Member States regul
Experts agree that good privacy begins with effective transparency. Transparency requires privacy notices that are easy to understand, facilitate comparison, and are actionable. A system of privacy notices also must be compliant with legal requirements that may be different from country to country, and jurisdiction to jurisdiction. Research on how people learn has helped us understand that easy-to read notices must be short, use plain language, and be in a common format ...
Summary: On 1 July 2005, the 7th amendment to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen – “GWB”) entered into force. It implies major changes in German competition law. The objective of the amendment is to harmonize German with European competition law. In principle, cases having only a national scope will now be judged by similar provisions as cases that have a European dimension ...
Background The return to democracy in October of 1982 arrived with a “social debt” derived from the days of the Siles Zuazo government, which, by giving way to the workers’ demands, caused Bolivia to enter into a hyperinflationary downward spiral. The Government of Siles Zuazo ended one year before the end of its term (as Mesa did), allowing Dr. Víctor Paz Estensoro to come to power through the general elections of 1985 ...
The term “joint and several” basis means that any of the parties involved could be sued for the full amount if a warranty claim arises. Management teams often come under pressure from equity investors to give warranties under an investment agreement on such a basis. Whether the team accepts it really depends on the bargaining position of the parties ...
I.INTRODUCTION Considerable attention has been given to recent decisions of the Courts regarding the duty of the Crown to consult and accommodate the interests of Aboriginal people in the context of asserted but unproven claims ...
Summary • Directors’ risks can be reduced and their worries alleviated through: - fulfilment of their duties of loyalty and diligence - taking certain specific precautions - indemnification commitments and insurance coverage • Statutes provide for indemnification powers and rights; however, such rights should be supplemented • Obtain detailed contractual indemnification commitments • Directors’ and officers’ liability insurance policies are not all the same and need to be review
Summary • Higher standards are imposed on directors • The key mission of a corporate director: to contribute his knowledge and skills with a view to the best interests of the corporation • Corporate governance is the best shield against directors’ liability (Supreme Court judgment in the Wise case) • Specific precautions may be taken by corporate directors to ensure that they both fulfil their key mission and simultaneously protect themselves against the risk of liability Backgro
You intend to take on the North-American market? The Province of Quebec is amongst the best place to do so because of the bilinguism (English and French), important business with the United States of America, tax credits, etc. Here are a few practical issues you should consider.The Corporate FormIn Canada, there are many legal forms under which a company can do business. The majority of business people choose an incorporation ...
Eurofood IFSC Limited: Opinion of Advocate General Jacobs, 27 September 2005, Case C-341-04 This significant opinion by Advocate General Jacobs clarifies provisions of the Insolvency Regulation (1346/2000) concerning a company’s centre of main interests (COMI) and the recognition of judgments in the courts of other EU Member States. While concerning Irish and Italian entities, the case has attracted interest across the EU ...
Rayan Restaurant Limited v Julies Company Restaurant Limited and others, High Court, 18 April 2005, reported at Firstlaw, reference FL10920 This case concerns an application for security for costs, which is an application made to court by a defendant. The defendant asks the court to order the plaintiff to lodge money into court, assurance that the plaintiff will be able to discharge at least some of its costs, if the defendant succeeds in the trial and is awarded its costs ...
Irish Shell Limited v JH McLoughlin (Balbriggan) Limited, unreported High Court, 4 August 2005, Mr Justice Clarke This case is a good illustration of the application of the legal principles involved in granting an injunction while a related trial is pending (known as an interlocutory injunction). Facts: The plaintiff (Shell) sold a filling station in Balbriggan, County Dublin, to the defendant company in 2004 ...
Halton International Inc (Holding) SARL and another v Guernoy Limited [2005] EWHC 1968 In this case, the UK High Court held that where a voting agreement conferred absolute discretion on an agent shareholder as to how to raise finance for the company and vote the shares of the other shareholders, on a share issue to raise funding, the agent did not owe fiduciary duties to the other shareholders in relation to the selection of investors ...
The Sarbanes-Oxley Act of 2002 (“SOA”) raised the bar with regard to, among other things, corporate governance, internal controls and executive responsibility. While SOA’s provisions apply primarily to public companies, private companies should become familiar with SOA for two reasons: First, portions of SOA do, in fact, apply to private companies – such as whistleblower protection and document retention provisions ...
Secretary of State for Trade and Industry v (i) Christopher McKinley Swan (ii) Vuchuru Sadhana Reddy (iii) Brian Christopher Ritchie (iv) Brian Samuel North (v) Ian Stewart, [2005] EWHC603(CH) In this English decision the High Court held that the directors of the parent company should have known that its subsidiary companies had been involved in cheque kiting (a process designed to generate fictitious funds through the transfer of cheques between the bank account of two groups of companies) a
New legislation implementing the EU Market Abuse Directive (Directive 2003/6/EC) came into effect in Ireland and a number of other EU Member States last July. The legislation has brought about important changes for all companies (Irish or foreign) whose shares are traded on the Official List of the Irish Stock Exchange (ISE), as well as their directors, senior management and advisers ...
In the Matter of Flightlease Ireland Limited (In Voluntary Liquidation) and in the Matter of the Companies Acts 1963 to 2003 and in the Matter of an Application for Directions Pursuant to Section 280 of the Companies Act 1963, unreported High Court, 27 July 2005 Background: Flightlease Ireland Limited (Flightlease), a Swissair holding company, was declared insolvent, and an arrangement was put in place with Societe d’Explotiation OAM Air Liberte (Air Lib) whereby Air Lib’s holding company wou
This Newsletter approaches several issues, in a general and simple manner that the format requires, which we consider may be of interest to businessmen and companies, with the purpose to inform them or even to challenge them to new forms of organisation and development of their businesses ...
Imagine you are a seasoned trial lawyer at a large, downtown firm. Following a successful “Beauty Contest” at the New York headquarters of Telco Corporation—a FORTUNE 500 telecommunications company—you are given the opportunity to represent Telco in future commercial disputes. To prepare, you begin to research Telco Corporation so that you are familiar with its management, core business, financials, and other issues potentially affecting future litigation ...
Privacy notices are the windows to how organizations collect, use, share, and protect the information that pertains to individuals. As information processes have become more complex, privacy notices have become very long, mirroring the complexity. The effect has been to obscure the content that individuals need to know when making judgments about with whom they will do business. This has been an impediment to on-line commerce ...
The last thing any tenant wants to face is a costly bill for repairs to their rented commercial property. That is why many potential occupiers seek to include some exclusion on the repairing clause, protecting them from what is an otherwise onerous obligation. While this is the primary means of limiting liability, other options also exist ...
Businesses in the UK are often willing to spend substantial sums of money on acquiring robust protection for their patents, trade marks and other intellectual property. Assets such as these help to set apart one business from its competitors. However, businesses have traditionally been less inclined to spend money on taking court action against competitors that infringe their intellectual property ...
The National People’s Congress of the People’s Republic of China issued a draft Property Rights Law in July 2005 for public consultation. The Law is expected to be enacted in March 2006. The Law will be a pillar of the Chinese legal system. It is said that legal property ownership and rights are a novel concept in China ...
A new regime for prospectus and registration exemptions for private placements is now in effect in Quebec. It was developed by the Canadian Securities Administrators (“CSA”) and affects both private and public companies. In Quebec, the new regime has been implemented in the form of a regulation (“Regulation 45-106”), which has brought about significant changes to both prospectus and registration exemptions under the Securities Act (Quebec) (the “Act”) ...
Infiniteland Limited v Artisan Contracting [2005] EWCA Civ 758 This English case highlights some vital principles to be considered when drafting share purchase agreements, carrying out and reviewing due diligence and disclosing against warranties ...
